X0306 4 2022-07-28 0 0001653482 Gitlab Inc. GTLB 0001678064 ICONIQ Strategic Partners III, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001816067 ICONIQ Strategic Partners V, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001816068 ICONIQ Strategic Partners V-B, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001825883 ICONIQ Strategic Partners V GP, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001825921 ICONIQ Strategic Partners V TT GP, Ltd. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 Class A Common Stock 2022-07-28 4 C 0 1515132 A 3030265 D Class A Common Stock 2022-07-28 4 C 0 1618938 A 3237876 I By ICONIQ Strategic Partners III-B, L.P. Class A Common Stock 2022-07-28 4 C 0 345571 A 691142 I By ICONIQ Strategic Partners IV, L.P. Class A Common Stock 2022-07-28 4 C 0 572572 A 1145144 I By ICONIQ Strategic Partners IV-B, L.P. Class A Common Stock 2022-07-28 4 C 0 16806 A 146206 I By ICONIQ Strategic Partners V, L.P. Class A Common Stock 2022-07-28 4 C 0 27738 A 223388 I By ICONIQ Strategic Partners V-B, L.P. Class A Common Stock 429104 I By ICONIQ Strategic Partners VI, L.P. Class A Common Stock 535503 I By ICONIQ Strategic Partners VI-B, L.P. Class A Common Stock 334827 I By ICONIQ Investment Holdings, LP Class B Common Stock 2022-07-28 4 C 0 1515132 0.00 D Class A Common Stock 1515132 3030265 D Class B Common Stock 2022-07-28 4 C 0 1618938 0.00 D Class A Common Stock 1618938 3237875 I By ICONIQ Strategic Partners III-B, L.P. Class B Common Stock 2022-07-28 4 C 0 345571 0.00 D Class A Common Stock 345571 691141 I By ICONIQ Strategic Partners IV, L.P. Class B Common Stock 2022-07-28 4 C 0 572572 0.00 D Class A Common Stock 572572 1145143 I By ICONIQ Strategic Partners IV-B, L.P. Class B Common Stock 2022-07-28 4 C 0 16806 0.00 D Class A Common Stock 16806 146205 I By ICONIQ Strategic Partners V, L.P. Class B Common Stock 2022-07-28 4 C 0 27738 0.00 D Class A Common Stock 27738 223388 I By ICONIQ Strategic Partners V-B, L.P. On July 28, 2022, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") converted in the aggregate 1,515,132 shares of the Issuer's Class B Common Stock into 1,515,132 shares of the Issuer's Class A Common Stock. The shares are held by ICONIQ III. On July 28, 2022, ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") converted in the aggregate 1,618,938 shares of the Issuer's Class B Common Stock into 1,618,938 shares of the Issuer's Class A Common Stock. The shares are held by ICONIQ III-B. On July 28, 2022, ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV") converted in the aggregate 345,571 shares of the Issuer's Class B Common Stock into 345,571 shares of the Issuer's Class A Common Stock. The shares are held by ICONIQ IV. On July 28, 2022, ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B") converted in the aggregate 572,572 shares of the Issuer's Class B Common Stock into 572,572 shares of the Issuer's Class A Common Stock. The shares are held by ICONIQ IV-B. On July 28, 2022, ICONIQ Strategic Partners V, L.P. ("ICONIQ V") converted in the aggregate 16,806 shares of the Issuer's Class B Common Stock into 16,806 shares of the Issuer's Class A Common Stock. The shares are held by ICONIQ V. On July 28, 2022, ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B") converted in the aggregate 27,738 shares of the Issuer's Class B Common Stock into 27,738 shares of the Issuer's Class A Common Stock. The shares are held by ICONIQ V-B. The shares are held by ICONIQ Strategic Partners VI, L.P. ("ICONIQ VI"). The shares are held by ICONIQ Strategic Partners VI-B, L.P. ("ICONIQ VI-B"). The shares are held by ICONIQ Investment Holdings, LP ("ICONIQ Investment"). ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ III and ICONIQ III-B. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners IV GP, L.P. ("ICONIQ IV GP") is the sole general partner of each of ICONIQ IV and ICONIQ IV-B. ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ IV Parent GP") is the sole general partner of ICONIQ IV GP. ICONIQ Strategic Partners V GP, L.P. ("ICONIQ V GP") is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ VI GP") is the sole general partner of each of ICONIQ VI (continued) and ICONIQ VI-B. ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ VI Parent GP") is the sole general partner of ICONIQ VI GP. ICONIQ Capital Group GP, LLC ("ICONIQ Investment GP") is the general partner of ICONIQ Investment. Makan is the sole member of ICONIQ Investment GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of ICONIQ III Parent GP. Makan, Griffith and Matthew Jacobson ("Jacobson") are the sole equity holders of each of ICONIQ IV Parent GP, ICONIQ V Parent GP and ICONIQ VI Parent GP. Each of ICONIQ III GP, ICONIQ III Parent GP, ICONIQ IV GP, ICONIQ IV Parent GP, ICONIQ V GP, ICONIQ V Parent GP, ICONIQ VI GP, ICONIQ VI Parent GP, ICONIQ Investment GP, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. Each share of the Issuer's Class B common stock (the "Class B Stock") is convertible into one share of the Issuer's Class A common stock at any time and will convert automatically upon certain transfers and upon the earlier of (i) ten years from the date of the IPO, (ii) the death or disability of Sytse Sijbrandij, (iii) the first date following the completion of the IPO on which the number of shares of outstanding Class B Stock (including shares of Class B Stock subject to outstanding stock options) is less than 5% of the aggregate number of shares of the Issuer's common stock then outstanding and (iv) the date specified by a vote of the holders of two-thirds of the then outstanding shares of Class B Stock. This Form 4 is the second of two Forms 4 being filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 will be filed by Designated Filer ICONIQ Strategic Partners III, L.P. ICONIQ Strategic Partners III, L.P., By: ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 2022-08-01 ICONIQ Strategic Partners V, L.P., By: ICONIQ Strategic Partners V GP, L.P., By: ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 2022-08-01 ICONIQ Strategic Partners V-B, L.P., By: ICONIQ Strategic Partners V GP, L.P., By: ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 2022-08-01 ICONIQ Strategic Partners V GP, L.P., ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 2022-08-01 ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 2022-08-01